OraSure Technologies, Inc.--Form S-8

Registration No. 333-            


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

ORASURE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   36-4370966

(State of Incorporation

or Organization)

 

(IRS Employer

Identification No.)

 

220 East First Street

Bethlehem, Pennsylvania

 

18015

(Address of Principal Executive Offices)   (Zip Code)

 


 

ORASURE TECHNOLOGIES, INC. 2000 STOCK AWARD PLAN

(Full Title of the Plan)

 


 

Jack E. Jerrett

Senior Vice President, General Counsel and Secretary

OraSure Technologies, Inc.

220 East First Street

Bethlehem, Pennsylvania 18015

Telephone (610) 882-1820

(Name, Address, and Telephone Number of Agent for Service)

 


 

CALCULATION OF REGISTRATION FEE

 


Title of

Securities to be Registered

  

Amount to be

Registered (1)

   

Proposed Maximum

Offering Price

Per Share (3)

  

Proposed Maximum

Aggregate

Offering Price (3)

  

Amount of

Registration Fee

Common Stock, par value $.000001 per share and options and other rights related thereto (2)    3,000,000 shares  (4)   $5.86      $17,580,000    $2,227

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or certain other capital adjustments.
(2) Includes rights to purchase OraSure Technologies, Inc. Series A Preferred Stock.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes of calculating the registration fee, based upon the average of the high and low sales prices of the Common Stock as reported on The Nasdaq Stock Market on August 18, 2004.
(4) Represents the additional shares of Common Stock subject to future grants under OraSure Technologies, Inc. 2000 Stock Award Plan.

 



PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

This Registration Statement is filed solely to reflect an increase of 3,000,000 shares of the Registrant’s common stock, par value $0.000001 per share, reserved for the Registrant’s 2000 Stock Award Plan, as amended and restated (the “Plan”). Except as noted below, in accordance with General Instruction E to Form S-8, the contents of the Registration Statement No. 333-50340 filed on November 11, 2000, the Post Effective Amendments thereto filed on June 27, 2001 and February 14, 2002, and the Registration Statement No. 333-102235 filed December 27, 2002, are incorporated herein by reference.

 

Item 5. Interests of Named Experts and Counsel.

 

An opinion stating that the Common Stock registered hereunder, when sold and delivered in accordance with the provisions of the Plan and the terms of any applicable grant, will be validly issued, fully paid and nonassessable, has been rendered to the Company by Jack E. Jerrett, Senior Vice President and General Counsel of the Company. Mr. Jerrett holds options to purchase 165,000 shares of Common Stock under the Plan and is also eligible to receive future awards under the Plan.

 

Item 8. Exhibits.

 

The Index to Exhibits listing the exhibits required by Item 601 of Regulation S-K immediately follows the signature page of this Registration Statement.

 

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SIGNATURES

 

The Registrant.

 

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bethlehem, Commonwealth of Pennsylvania, on this 20th day of August, 2004.

 

OraSure Technologies, Inc.

            (Registrant)

By

 

/s/ Ronald H. Spair


   

Ronald H. Spair

   

Executive Vice President and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of the 20th day of August, 2004.

 

Signature


  

Title


(1) Principal Executive Officer

    

/s/ Douglas A. Michels


    

Douglas A. Michels

  

President, Chief Executive Officer and Director

(2) Principal Financial Officer

    

/s/ Ronald H. Spair


    

Ronald H. Spair

  

Executive Vice President and Chief Financial Officer

(3) Principal Accounting Officer

    

/s/ Mark L. Kuna


    

Mark L. Kuna

  

Vice President and Controller

(4) The following members of the Board of Directors:

* CARTER H. ECKERT

  

Director

* FRANK G. HAUSMANN

  

Director

* RONNY B. LANCASTER

  

Director

* GREGORY B. LAWLESS

  

Director

* ROGER L. PRINGLE

  

Director

* DOUGLAS G. WATSON

  

Director

 

   

* By

 

/s/ Ronald H. Spair


       

Ronald H. Spair

       

Attorney-in-fact

 

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INDEX TO EXHIBITS

 

4.1   Specimen certificate representing shares of OraSure Technologies, Inc. $.000001 par value Common Stock is incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (No. 333-39210).
4.2   Rights Agreement, dated as of May 6, 2000, between OraSure Technologies, Inc. and ChaseMellon Shareholder Service, L.L.C. (now called Mellon Investor Services LLC), as Rights Agent, is incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 (No. 333-39210).
5   Opinion of Jack E. Jerrett, Senior Vice President and General Counsel of OraSure Technologies, Inc.
23.1   Consent of KPMG LLP.
23.2   Consent of Jack E. Jerrett (included in Exhibit 5).
24   Power of Attorney.
99.1   OraSure Technologies, Inc. 2000 Stock Award Plan, as amended and restated effective as of May 18, 2004, is incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

 

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